【导读】中金公司，明日复牌 12月17日晚间，中金公司（601995）与东兴证券（601198）、信达证券（601059）同步披露重大资产重组预案，中金公司换股吸收合并两家公司迎来重大 进展。 中金公司A股股票自2025年11月20日开市起停牌，将于2025年12月18日（星期四）开市起复牌。 合并预案显示：本次交易的具体实现方式为中金公司换股吸收合并东兴证券、信达证券。自本次合并的交割日起，中金公司将承继及承接东兴证券、信达 证券的全部资产、负债、业务、人员、合同、资质及其他一切权利与义务；合并完成后，东兴证券、信达证券将终止上市并注销法人资格。中金公司因本 次换股吸收合并所发行的A股股票将申请在上交所主板上市流通。 合并目的：一是通过并购重组加快建设一流投资银行；二是显著提升服务国家战略与实体经济质效；三是增强经营发展韧性与股东长期回报能力。 合并方式：本次换股吸收合并的合并方为中金公司，被合并方为东兴证券、信达证券。自本次合并的交割日起，中金公司将承继及承接东兴证券、信达证 券的全部资产、负债、业务、人员、合同、资质及其他一切权利与义务；合并完成后，东兴证券、信达证券将终止上市并注销法人资格。中金公司因 ...

Core Viewpoint - CICC is planning to absorb and merge with Dongxing Securities and Xinda Securities through a share swap, with the announcement made after a 20-day trading suspension [1][2][8]. Group 1: Merger Details - The share swap prices are set at 36.91 CNY for CICC, 16.14 CNY for Dongxing Securities, and 19.15 CNY for Xinda Securities, leading to swap ratios of 1:0.4373 and 1:0.5188 respectively [2][3]. - Dongxing Securities will receive a 26% premium in the merger, while Xinda Securities will not receive such a premium [3][4]. - The merger requires approval from the board and shareholders of CICC, as well as necessary regulatory approvals [1][2]. Group 2: Stock Performance - Between October 23 and November 19, Dongxing Securities' stock rose from 11.88 CNY to 13.6 CNY, a 10.52% increase, while Xinda Securities fell from 19.37 CNY to 17.79 CNY, an 8.17% decrease [4][6]. - Dongxing Securities' market capitalization is 424.4 billion CNY, while Xinda Securities has a total market capitalization of 576.9 billion CNY but only 123 billion CNY in circulating market value [6]. Group 3: Financial Performance - For the third quarter, CICC reported revenues of 20.76 billion CNY, a 54.36% increase year-on-year, and a net profit of 6.57 billion CNY, up 129.75% [10]. - Dongxing Securities achieved revenues of 3.61 billion CNY, a 20.25% increase, and a net profit of 1.6 billion CNY, up 69.56% [10]. - Xinda Securities reported revenues of 3.02 billion CNY, a 28.46% increase, and a net profit of 1.35 billion CNY, up 52.89% [10]. Group 4: Post-Merger Projections - Post-merger, CICC's number of business outlets is expected to increase from 245 to 436, and the number of retail clients is projected to rise from 9.72 million to over 14 million [11]. - The combined total assets of the three firms will exceed 1 trillion CNY, positioning them as a major player in the securities industry [10][11].

中金公司换股吸收合并东兴证券、信达证券预案出炉，三股将于12月18日复牌。 根据交易预案，本次交易定价以各方董事会决议公告日前20个交易日均价作为基准价格，吸收合并方中 金公司作为存续主体，换股价格为36.91元/股，被吸收合并方东兴证券换股价格为16.14元/股，信达证 券换股价格为19.15元/股。 根据上述价格，东兴证券、信达证券与中金公司A股的换股比例分别为1:0.4373与1:0.5188。东兴证券与 信达证券全部A股参与换股，以此计算，中金公司预计将新发行A股约30.96亿股。 本次交易后中金公司总资产规模预计超万亿元 公告显示，为保护中小投资者权益，中金公司A股及H股异议股东可行使收购请求权，东兴证券与信达 证券的异议股东享有现金选择权。此外，包括中央汇金、中国东方、中国信达在内的主要股东已出具长 期承诺，将其在本次交易中获得或原有的中金公司股份锁定36个月，彰显对整合后长远发展的信心。 "自本次合并的交割日起，中金公司将承继及承接东兴证券、信达证券的全部资产、负债、业务、人 员、合同、资质及其他一切权利与义务；合并完成后，东兴证券、信达证券将终止上市并注销法人资 格。中金公司因本次换股吸收合并 ...

Core Viewpoint - The merger plan between China International Capital Corporation (CICC), Dongxing Securities, and Xinda Securities has been officially announced, marking a significant step in the "three-in-one" restructuring process [1][2]. Group 1: Merger Details - CICC will absorb Dongxing Securities and Xinda Securities through a share swap, with the share prices set at 36.91 CNY for CICC, 16.14 CNY for Dongxing, and 19.15 CNY for Xinda [1][2]. - The share swap ratios are 1:0.4373 for Dongxing and 1:0.5188 for Xinda, with approximately 3.096 billion new A-shares expected to be issued by CICC [1][2]. - The transaction includes a protection mechanism for dissenting shareholders, allowing them to exercise buyout rights or opt for cash compensation [3]. Group 2: Shareholder Commitments - Major shareholders, including Central Huijin, China Orient, and China Xinda, have committed to lock their shares for 36 months, indicating confidence in the long-term development of the merged entity [4]. Group 3: Business Complementarity - The merger is expected to create synergies due to the complementary business structures of the three firms, enhancing CICC's capabilities in investment banking and private equity [4][5]. - Dongxing Securities has a strong presence in the Fujian market with 92 branches, while Xinda Securities focuses on the Liaoning region with 104 branches, providing a robust foundation for retail business expansion [5][6]. Group 4: Financial Performance - Post-merger, CICC's projected revenue will reach approximately 27.39 billion CNY, surpassing Huatai Securities, and total assets will be around 1,009.58 billion CNY, closely following major competitors [7]. - The combined net assets of the merged entity will exceed 170 billion CNY, significantly enhancing its capital strength for future business expansion [6][7]. Group 5: Strategic Implications - The merger is seen as a response to the Chinese government's push for financial sector consolidation and efficiency improvements, aligning with recent policy directives [8][9]. - The integration of resources under a common controlling shareholder is expected to facilitate smoother operational synergies compared to cross-regional mergers [9].

Group 1 - The core viewpoint of the article highlights the announcement by Dongxing Securities regarding its board meeting and the composition of its revenue for the first half of 2025 [1] - Dongxing Securities' board meeting was held on December 17, 2025, in Beijing, where it reviewed the proposal to postpone the shareholders' meeting related to the transaction matters [1] - As of the report, Dongxing Securities has a market capitalization of 42.4 billion yuan [1] Group 2 - In the first half of 2025, the revenue composition of Dongxing Securities was as follows: securities brokerage business accounted for 38.98%, investment trading business for 37.14%, investment banking business for 11.16%, other businesses for 6.78%, and asset management business for 5.94% [1]

本次交易后，中金公司将实现跨越式发展，预计总资产规模超万亿元，营业收入跻身行业前列，资本实 力显著增强，综合竞争力与服务实体经济能力得以切实提升，在建设金融强国的国家战略指引下，加快 实现打造"具有国际竞争力的一流投资银行"的战略目标。 12月17日晚间，中金公司（601995）与东兴证券（601198）、信达证券（601059）同步披露重大资产重 组预案，中金公司换股吸收合并两家公司迎来重大进展。此外，这3家上市券商拟于12月18日复牌。 根据交易预案，本次交易定价以各方董事会决议公告日前20个交易日均价作为基准价格，吸收合并方中 金公司作为存续主体，换股价格为36.91元/股，被吸收合并方东兴证券换股价格为16.14元/股，信达证 券换股价格为19.15元/股。该交易方案充分体现了两家公司资产价值，并有利于平衡各方股东利益。 根据上述价格，东兴证券、信达证券与中金公司A股的换股比例分别为1：0.4373与1：0.5188。东兴证 券与信达证券全部A股参与换股，以此计算，中金公司预计将新发行A股约30.96亿股。 为保护中小投资者权益，中金公司A股及H股异议股东可行使收购请求权，东兴证券与信达证券的异议 股 ...

Core Viewpoint - The proposed merger between CICC, Dongxing Securities, and Cinda Securities aims to enhance resource integration and strengthen competitive capabilities in the securities industry, facilitating high-quality development and increasing global market influence [1][2][3] Group 1: Merger Details - CICC, Dongxing Securities, and Cinda Securities signed a cooperation agreement on November 19, 2025, followed by a merger agreement on December 17, 2025, detailing the terms and conditions for the proposed merger [1] - The merger will be executed through a share exchange, where each Dongxing A-share can be exchanged for 0.4373 CICC A-shares, and each Cinda A-share can be exchanged for 0.5188 CICC A-shares [1] Group 2: Share Structure Post-Merger - If the merger is unconditional and no other changes occur in the capital structure, CICC will issue 3,096,016,826 CICC A-shares, resulting in a total of 7,923,273,694 shares post-merger, with 6,019,559,266 CICC A-shares (75.97%) and 1,903,714,428 CICC H-shares (24.03%) [2] Group 3: Strategic Implications - The merger is expected to optimize resource allocation in the industry, enhance the capabilities of leading institutions, and support the development of a first-class investment bank with international competitiveness [3] - By integrating resources, the surviving company will improve client coverage, regional layout, and resource synergy, enabling better capital utilization for strategic initiatives and business expansion [3] - The merger will facilitate comprehensive financial resource integration, promote centralized operations, and enhance organizational capabilities, leading to improved income structure, capital allocation, and profitability [3]

Market Overview - The market experienced a collective rebound, with the Shanghai Composite Index rising over 1% and the ChiNext Index increasing over 3%, as more than 3,600 stocks in the market saw gains [1] - The computing hardware sector showed strong performance, with stocks like Zhongci Electronics and Huanxu Electronics hitting the daily limit, while major players in optical modules also surged [1] - The lithium battery industry chain strengthened, with Jinyuan Co. achieving two limit-ups in four days and Tianji Co. hitting the daily limit [1] - The financial sector gained momentum in the afternoon, with Huatai Securities nearing a limit-up and China Pacific Insurance rising over 4% [1] Sector Analysis - High-profile stocks experienced a collective decline, with companies like Tongyu Communication and Zhongchao Holdings hitting the daily limit down [2] - The financial sector's afternoon surge was notable, with Huatai Securities and China Pacific Insurance leading the gains, alongside other major financial institutions [3] - The market's focus on computing hardware is attributed to its "performance certainty + growth potential," with expectations that the structural transformation seen in 2025 will continue into 2026 [6] Investment Themes - The technology innovation sector is contributing positively to industry profits, with TMT and advanced manufacturing leading the gains this year [7] - Industries linked to global demand or increased overseas penetration are also showing strong performance, including non-ferrous metals, automotive, home appliances, and machinery [7] - Key areas of focus for 2026 include AI supply-demand gaps, energy storage demand recovery, and the copper market's dependence on global fundamentals [8] AI Development - The AI application sector is entering a new catalytic phase, with ByteDance's Seed team launching a new audio-video creation model that supports various tasks [9] - Recent advancements in AI applications are being driven by major players enhancing their model capabilities and frameworks, with Alibaba's upgrade of "Tongyi - Qwen" being particularly notable [10] - The overall outlook for the AI application sector is optimistic, with consumer internet and marketing-related scenarios expected to benefit first from these developments [10]

新京报贝壳财经讯 12月17日，中金公司（601995）公告，拟换股吸收合并东兴证券（601198）、信达 证券（601059）。中金公司A股股票换股价格为36.91元/股，东兴证券A股股东持有的每1股信达证券A 股股票可以换取0.5188股中金公司A股股票，信达证券A股股东持有的每1股信达证券A股股票可以换取 0.5188股中金公司A股股票。 ...

Group 1 - The core viewpoint of the news is the significant asset restructuring plan announced by CICC, Dongxing Securities, and Xinda Securities, which aims to enhance their competitive position in the market through a share swap merger [1][2] - The share swap prices are set at 36.91 CNY per share for CICC, 16.14 CNY for Dongxing Securities, and 19.15 CNY for Xinda Securities, reflecting the asset values of the companies involved [1] - CICC is expected to issue approximately 3.096 billion new A-shares as part of the merger, with the share exchange ratios being 1:0.4373 for Dongxing Securities and 1:0.5188 for Xinda Securities [1] Group 2 - The merger is anticipated to create a synergistic effect, enhancing the overall service capabilities and financial strength of the combined entity, positioning it among the industry leaders in terms of asset scale and revenue [2][3] - The combined company will benefit from a comprehensive service system that covers both institutional and retail clients, as well as domestic and international markets, thereby improving its resilience against economic fluctuations [2][3] - The restructuring aligns with national strategies to build a strong financial sector and is seen as a response to regulatory encouragement for mergers and acquisitions among leading institutions [4][5] Group 3 - The merger leverages the strengths of CICC in investment banking and private equity, while Dongxing and Xinda bring robust regional presence and retail client bases, creating a complementary advantage [3] - The financial structure of the merged entity is expected to be more resilient, with enhanced retail and capital business capabilities, leading to improved operational performance [3] - The restructuring is positioned as a key move to support national strategic goals, including resource allocation to priority sectors and fostering innovation [4][6]